Filed by sedaredgar.com - Balsam Ventures Inc. - Exhibit 10.1






RELEASE AGREEMENT 

THIS AGREEMENT is dated as of the 30th day of June,
2008. 

BETWEEN: 


  
    
      
        
          
            NORPAC TECHNOLOGIES, INC., a Nevada corporation
              having an office address at Suite 410 – 103 East Holly Street,
              Bellingham, WA 98225 

            (hereinafter called the "Company") 

          

        

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        
          
            BALSAM VENTURES, INC., a Nevada corporation
              having an office address at 1480 Gulf Road, Suite 204, Point Roberts,
              WA 98281 

            (hereinafter called the "Releasor") 

          

        

      

    

  



OF THE SECOND PART 

WHEREAS: 

A.              
The Company and the Releasor (collectively, the “Parties”) entered into an
exclusive licensing agreement dated November 30, 2003, as extended on January
12, 2006, (the “License Agreement”), pursuant to which the Company granted a
license to the Releasor over the Company’s self chilling beverage container
technology (the “Cool Can Technology”). 

B.              
In connection with the License Agreement, the Company acquired 5,545,000 shares
of the Releasor’s common stock. 

C.              
Nextdigital Corp. is indebted to the Company in the amount of approximately
$612,000 plus accrued interest (the “Indebtedness”) as of the date of this
Agreement. 

D.              
The Parties have, between themselves, negotiated a complete resolution of any
and all disputes, claims or potential claims arising between them and the
subject matter of the License Agreement, and the following is subject to the
terms and conditions set out below. 

NOW, THEREFORE, in consideration of the recitals state
above, which all Parties agree are accurate and complete, the agreements,
promises and warranties set forth 

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below and other good and valuable consideration, receipt of
which is hereby acknowledged, the parties agree as follows: 

1.         
Release and Discharge 

1.1        In consideration
of the Company’s agreement to pay the Consideration (as hereinafter defined),
the Releasor agrees to completely release and forever discharge the Company from
any and all past, present or future claims, demands, obligations, actions,
causes of action, rights, damages, costs, loss of services, expenses and
compensation which the releaser has had, now has, or which may hereafter accrue
or otherwise be acquired by the Releasor against the Company and/or any of its
subsidiaries with respect to any matter relating to the License Agreement (the
“Release”): 

2.         
Consideration 

2.1        Upon execution of
this Agreement and in consideration of the Release, the Company hereby agrees
to: 

	 	(a) 	
      surrender 5,545,000 shares of the Releasor’s common stock
      owned by the Company to the Releasor for cancellation;

	 	 	 
	 	(b) 	
      assign to the Releasor all of its right, title and
      interest in the Indebtedness and all benefits to be derived therefrom;
      and

	 	 	 
	 	(c) 	
      completely release and forever discharge the Releasor
      from any and all past, present or future claims, demands, obligations,
      actions, causes of action, rights, damages, costs, loss of services,
      expenses and compensation which the Company has had, now has, or which may
      hereafter accrue or otherwise be acquired by the Company and/or any of its
      subsidiaries against the Releasor with respect to any matter relating to
      the License Agreement (collectively the
“Consideration”).



3.         
Attorneys' Fees 

3.1        Each party hereto
shall bear its own attorneys' fees and costs arising from the actions of its own
counsel in connection with this Agreement and incurred prior to the date of
execution of this Agreement. In any action of any kind relating to this
Agreement, the prevailing party shall be entitled to collect reasonable
attorneys' fees and costs from the non-prevailing party in addition to any other
recovery to which the prevailing party is entitled. 

4.         
Closing 

4.1        Payment for the
Release (the “Closing”) will be completed on a date, at a time and at a location
mutually agreed upon by the parties hereto. 

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5.         
Entire Agreement and Successors in Interest 

5.1        This Agreement
contains the entire agreement between the Parties with regard to the matters set
forth herein and shall be binding upon and inure to the benefit of the
executors, administrators, personal representatives, heirs, successors and
assigns of each. 

6.         
Conflict of Interest 

6.1        The Releasor and
the Company hereby consent to and acknowledge that O’Neill Law Group PLLC has
acted for each of the parties in connection with the preparation of this
Agreement. 

7.         
Governing Law 

7.1        This Agreement
shall be governed by and construed in accordance with the laws of the State of
Nevada and each party hereto adjourns to the jurisdiction of the courts of the
State of Nevada. 

8.         
Additional Documents 

8.1        All parties agree
to cooperate fully and execute any and all supplementary documents and to take
all additional actions which may be necessary or appropriate to give full force
and effect to the basic terms and intent of this Agreement. 

9.         
Effectiveness 

9.1        This Agreement
shall become effective on execution. 

10.       
Miscellaneous 

10.1      This Agreement contains the
entire agreement of the parties relating to the subject matter hereof.

10.2      This Agreement
supersedes any prior written or oral agreements or understandings between the
parties relating to the subject matter hereof. 

10.3      No modification or
amendment of this Agreement shall be valid unless in writing and signed by or on
behalf of the parties hereto. 

10.4      A waiver of the breach
of any term or condition of this Agreement shall not be deemed to constitute a
waiver of any subsequent breach of the same or any other term or condition.

10.5      This Agreement is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. If any provision of
this Agreement, or the application thereof to any person or circumstance, shall,
for any reason and to any extent, be held invalid or unenforceable, such
invalidity and unenforceability shall not affect the remaining provisions hereof
and the 

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application of such provisions to other persons or
circumstances, all of which shall be enforced to the greatest extent permitted
by law.

10.6      The headings in this
Agreement are inserted for convenience of reference only and shall not be a part
of or control or affect the meaning of any provision hereof. 

10.7      This Agreement may be
executed in one or more counter-parts, each of which so executed shall
constitute an original and all of which together shall constitute one and the
same agreement. 

IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above. 

NORPAC TECHNOLOGIES, INC. 
by its authorized
signatory: 

/s/ John P. Thornton

_________________________________________
Signature of Authorized
Signatory 
John P. Thornton

_________________________________________
Name of Authorized Signatory

President 
_________________________________________
Position of
Authorized Signatory 

 

BALSAM VENTURES, INC. 
by its authorized signatory:


/s/ John Boschert

_________________________________________
Signature of Authorized
Signatory 
John Boschert

_________________________________________
Name of Authorized Signatory

President 
_________________________________________
Position of
Authorized Signatory 

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